The fine printStrossles terms of service

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Terms for Publishers

These Terms of Service (the “Terms”) together with the Service Settings and the Data Processing Agreement govern the Publisher’s use of the Service. The Service is provided by Strossle International AB, company registration number 556930-0543, with registered address Kungsgatan 58, 111 22 Stockholm, Sweden ("Strossle") and any Strossle Group Company.


DEFINITIONS

“Adjusted Gross Revenue” The total Promotional Revenue less any applicable taxes and / or discrepancy fees thereon that Strossle collects from or is payable by third parties to Strossle for the distribution of content recommendations.
“Advertiser” A third party contracted by Strossle or Publisher, providing Sponsored Content to be included in the Recommendation Widgets.
“Agreement” These Terms together with the Service Settings and the DPA.
“Content” Online content, such as articles, videos and advertisements provided by Publisher and/or a third party contracted by Publisher or Strossle, to be included in the Recommendation Widgets.
“Content Recommendations” Automatically published recommendations of relevant Content generated by the Recommendation Widgets, normally presented as an image, headline, preamble and/or text link on the Websites.
“Final Revenue Report” Report containing summarized information about visitor traffic in relation to Content (number of clicks) as well as any Revenues attributable to such traffic during the applicable period.
“Parties” Strossle and Publisher.
“Party“ Strossle or Publisher.
“Platform“ An online platform available on the website my.strossle.com containing updated reports on visitor traffic in relation to the Content (number of clicks) on the Websites, as well as any Revenues attributable to such traffic. The Platform also includes the Service Settings to complete the Agreement between the Parties.
“Publisher’s Affiliated Companies” Any person or entity controlling or controlled by or under common control with Publisher, or owned, directly or indirectly, by the same owner as Publisher.
“Promoted Content” Sponsored Content that generates Promotional Revenue.
“Promotional Revenue” All amounts payable by content providers, advertisers or advertising agencies, and other intermediaries, to Strossle for the delivery of Promoted Content.
“Publisher’s Affiliated Companies’ Content” Editorial Content, such as articles and videos, provided by Publisher’s Affiliated Companies, to be included in the Recommendation Widgets.
“Publisher’s Content“ Content, such as editorial articles and videos, provided by Publisher, to be included in the Recommendation Widgets.
“Publisher’s Revenues“ Publisher’s share of the Revenues as set forth in Service Settings.
“Recommendation Widgets” Applications developed by Strossle that runs on the Websites with the purpose of analyzing visitor behavior and Content performance such as traffic measurements and text analysis as well as to optimize the selection and display of Content as Content Recommendations to ensure that the most relevant Content Recommendations are displayed on the Websites. Publisher can have one or several Recommendation Widgets installed on the Websites. The Recommendation Widgets can display one or several Content Recommendations.
“Revenues” Revenues generated by Strossle through its contracts with Advertisers by way of an amount (agreed upon between Strossle and Advertisers) for exposure and/or clicks.
“Revenue Share” The agreed split of Adjusted Gross Revenue between Strossle and Publisher as set forth in Service Settings.
“Reverse Billing” Agreement between the Parties to allow for Strossle to generate the invoice on behalf of the Publisher and automatically send the Publisher’s Revenue to the agreed bank account.
“Services” The Services further described below, of which one or several Services are included in the Recommendation Widgets as agreed from time to time by the Parties.
“Service Settings” The agreed variables and any specific information relating to the Publisher as defined in the Strossle Platform. The Service Settings together with these Terms constitute the Agreement between the Parties.
“Strossle Group Company” means an entity in which Strossle International AB, directly or indirectly, controls at least 50 % (fifty per cent) of the votes.
“Sponsored Content” Commercial online Content, provided by Advertiser, to be included in the Recommendation Widgets and where the Advertiser pays an agreed amount for exposure or clicks in relation to such Content.
“Strossle’s Customers” A third party contracted by Strossle providing Content to be included in the Recommendation Widgets.
“Term” The term during which the Agreement is in effect between the Parties.
“Website(s)” One or several websites or other applications owned or controlled by Publisher on which the Recommendation Widgets may be installed and used, as agreed from time to time by the Parties.
“Written Amendments” Any terms that deviate from these Terms that the Parties have agreed in writing, that shall supersede these Terms.

GENERAL

Strossle is a content discovery platform that helps publishers monetize traffic on and to its websites by recommending users content with a commercial value along editorial recommendations.

Strossle’s revenues mainly originate from companies providing advertisements that are displayed on the publishers’ websites, and the publishers are offered a share of these revenues based on performance.


SERVICES

SERVICE 1: ON SITE CONTENT RECOMMENDATIONS
Service 1 enables Publisher to use the Recommendation Widgets to make Content Recommendations displaying Publisher’s Content, published on the relevant Website. The purpose of Service 1 is to increase visitor engagement on such Website.


SERVICE 2: SPONSORED CONTENT FROM STROSSLE’S CUSTOMERS
Service 2 enables Publisher to gain Revenues generated by using the Recommendation Widgets to display Content Recommendations regarding Sponsored Content. Sponsored Content is provided by Advertisers contracted by Strossle. The share of editorial content versus commercial content is defined in Service Settings.


SERVICE 3: TRAFFIC EXCHANGE
Service 3 enables Publisher and other publishers, contracted by Strossle, to exchange quality traffic with each other in order to increase usage of the Websites. Within the framework of Service 3, the Recommendation Widgets are used to display Content Recommendations regarding editorial Content, such as articles and videos, from other publishers contracted by Strossle. Visitors clicking on Content Recommendations attributable to Service 3, on Publisher’s Websites, will be directed to external content either directly or through Strossle’s website, www.strossle.it.


SERVICE 4: HOUSE ADS
Service 4 enables Publisher to gain additional revenues, by using the Recommendation Widgets to display Content Recommendations regarding Sponsored Content, where the Advertisers are contracted by Publisher. Service 4 is ordered together with Service 2 and the Parties will each dispose a share of the Content Recommendations’ exposure areas on the relevant Websites, as agreed between the parties.


PLACEMENT AND APPEARANCE OF THE CONTENT RECOMMENDATIONS
Publisher shall provide necessary space for the Content Recommendations on the Websites as agreed between the Parties. Strossle is entitled to show its trademark in immediate connection to the Content Recommendations.

Strossle shall identify or label the Content Recommendations in accordance with applicable laws and regulations.


TERM
Either party may terminate this Agreement with three months written notice.


REPORTING OF TRAFFIC MEASUREMENTS AND CALCULATION OF REVENUES
Strossle is responsible for performing visitor traffic measurement in relation to the Content, as well as providing traffic and earnings reports, including the Final Revenue Report.
Strossle will provide Publisher with a Final Revenue Report once every month during the term via the Platform or to the designated e-mail as per Service Settings.
The Final Revenue Report contains the Publisher's total billable amount calculated as the Publisher’s Revenue Share times the Adjusted Gross Revenue.
If there is a discrepancy between Publisher's and Strossle’s registered number of clicks and the discrepancy is less than 20%, Strossle's numbers shall be conclusive. If the discrepancy is 20% or more, the Parties agree to work in good faith to identify the correct amount to be paid by Strossle to the Publisher.


STROSSLE’S ACCESS TO DATA ETC.
Strossle will perform visitor traffic measurements and text analysis in relation to the Content, and will therefore gain access to data regarding the Websites and visitors. Strossle warrants that such data will not be used for any other purpose than performing Strossle’s rights and obligations under this Agreement and general improvements of the Recommendation Widgets and the Services. Within the framework of this Agreement, the Parties have agreed on a separate Data Processing Agreement regarding the processing of personal data.


INVOICING AND PAYMENT
The Final Revenue Report shall form the basis for invoicing by the Publisher or for the payment by Strossle if Reverse Billing is selected as preferred method. If Publisher invoices Strossle the invoice shall be balanced against the Final Revenue Report. Any discrepancies between invoiced amounts during the applicable contract term and Publisher’s Revenues as set forth in the Final Revenue Report, shall be settled by Strossle in the next billing cycle. Payment shall be made by Strossle within 60 days after the Final Revenue Report was issued.


CONTENT MANAGEMENT
Publisher may exclude (opt-out) any Content and any third party provider of Content from the Recommendation Widgets, to the extent that there is still a reasonable amount of Content, generating Revenues, in the Recommendation Widgets. Strossle may, in its sole discretion and at any time, choose to exclude Content, including Publisher’ Content, and exclude any third party provider of Content from the Recommendation Widgets.


FUNCTIONALITY
Strossle will, at its own expense, provide all necessary technology in order to make the Recommendation Widgets work satisfactory. Strossle may make updates, modifications or improvements to the Recommendation Widgets and the Services from time to time. Publisher shall implement any such updates, modifications or improvements in accordance with Strossle’s reasonable instructions. Strossle’s ambition is to make the Recommendation Widgets and the Platform work satisfactorily at all times. However, the Recommendation Widgets and the Platform are provided as they are and with the quality they have.


SUBCONTRACTORS
Strossle may, without Publisher's consent, engage subcontractors to execute Strossle’s rights and obligations under the Agreement. Strossle is always equally responsible, towards Publisher, for work performed by a subcontractor as it is for its own work.


CONFIDENTIALITY
During the Term of this Agreement and thereafter, the receiving Party undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without the disclosing Party’s prior written consent, regarding the disclosing Party’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the receiving Party's performance of its obligations under this Agreement. Information that the disclosing Party has declared to be confidential shall at all times be considered a trade or professional secret. Parties agree that information about Strossle’s Customers, the Revenues and the Revenue Share set forth in this Agreement shall at all times be considered to be confidential information.
This confidentiality undertaking shall not apply to information the receiving Party can prove it learned of in a manner other than through this Agreement or which is public knowledge. Nor does this confidentiality undertaking apply when the receiving Party is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
This Section survives termination of the Agreement.


INTELLECTUAL PROPERTY RIGHTS ETC.
All right, title and interest in and to the Recommendation Widgets and any Content provided by Strossle’s Customers, are, and shall at all times remain the sole and exclusive property of Strossle or Strossle’s Customers.

Publisher is granted a non-exclusive right, during the Term of this Agreement, to use the Recommendation Widgets and to publish Content on the Websites in accordance with Strossle’s from time to time given instructions. Publisher shall only make use of the Recommendation Widgets and Content provided by Strossle’s Customers for the sole purpose authorized in this Agreement, and Publisher shall not at any time by virtue of this Agreement, obtain or claim any right, title or interest in or to the Recommendation Widgets or such Content provided by Strossle’s Customers, except for the right of use as specifically set out in this Agreement.

Publisher warrants that Publisher’s Content and Content provided by any third party contracted by Publisher does not infringe any intellectual property rights of any third party and that it is otherwise in accordance with applicable laws and regulations, and that it does not contain any material which may be unlawful, obscene, pornographic or condescending or that abuses, harasses, threatens, impersonates or intimidates others, is hateful, racially, ethnically or otherwise objectionable. In the event that any third party claim arises towards Strossle and/or Strossle’s Customers, regarding Publisher’s Content or Content provided by any third party contracted by Publisher, or Strossle and/or Strossle’s Customers are caused damage relating to such Content, Publisher shall indemnify and hold harmless Strossle and/or Strossle’s Customers in accordance with Section 10 in the General Terms.

Publisher has a right and an obligation to, during the Term of this Agreement, use Strossle’s trademark for labelling purposes in accordance with Section 1 in the General Terms and in accordance with Strossle’s at any given time reasonable instructions
Publisher is not entitled to sub-license its rights under this Agreement.

All right, title and interest in and to Publisher’s Content and Content provided by any third party contracted by Publisher are, and shall at all times remain the sole and exclusive property of Publisher or such third party.

Strossle is entitled to and is hereby granted a non- exclusive right, during the Term of this Agreement, to make use of Publisher’s Content and Content provided by any third party contracted by Publisher, to make copies of it and to publish and otherwise make it available to the public only in accordance with and for the execution of this Agreement.

Strossle is also entitled to and hereby granted a right, during the Term of this Agreement, to use Publisher’s trademark for PR, marketing and publicity purposes in accordance with Publisher’s at any time given reasonable instructions.

Strossle undertakes to ensure that Strossle’s Customers warrant that Strossle’s Customer’s Content does not infringe any intellectual property rights of any third party and that it is otherwise in accordance with applicable laws and regulations and that it does not contain any material which may be unlawful, obscene, pornographic or condescending or that abuses, harasses, threatens, impersonates or intimidates others, is hateful, racially, ethnically or otherwise objectionable.

Strossle shall not without Publisher’s prior written consent sell, sublicense or distribute Publisher’s Content or such Content provided for by any third party contracted by the Publisher, to any third party or otherwise use such Content for any other purpose than for the execution of this Agreement and for the purposes explicitly stated in this Agreement or otherwise agreed between the Parties.


INDEMNIFICATION
Publisher shall indemnify and hold harmless Strossle and/or Strossle’s Customers from and against any and all damages, losses, costs, third party claims, liabilities, penalties and expenses of any kind (including reasonable legal fees and disbursements) which may be imposed upon or suffered by Strossle and/or Strossle’s Customers as a result of breach of the warranties.


LIMITATIONS OF LIABILITY
Neither Party shall be liable for any indirect and/or consequential losses. Strossle’s liability for any claim of any kind under this Agreement shall for each claim be limited to an amount equal to Strossle’s average monthly share of the Revenues generated by the Services provided to Publisher during the past twelve (12) months preceding the date Publisher’s claim was notified to Strossle.


PREMATURE TERMINATION
Without limitation to any other rights of termination contained in this Agreement, either Party may terminate this Agreement with immediate effect upon written notice to the other Party if
(i) the other Party fails to fulfil its obligations under this Agreement, provided such failure is of fundamental importance for the other Party and the failure has not been cured within thirty (30) days of receiving written notification from the Party invoking this Section. The notification shall be made without unreasonable delay, once the Party becomes aware of the relevant circumstances;
(ii) the other Party stops making payments to creditors generally, enter into liquidation, make a composition with its creditors, enter into assignment for the benefit of creditors, have a receiver appointed for its assets, be declared bankrupt, otherwise become insolvent or if an order is made or a resolution is passed for the winding-up of the Party (except where such winding- up is for the purpose of amalgamation, reconstruction, merger or reorganization of a Party and in such a manner that the surviving entity - if a different legal entity - shall be bound by or assumes the obligations of this Agreement, and any outstanding orders, and such surviving entity is one to which the Party not in default cannot reasonably object);
(iii) if the other Party repeatedly has failed to fulfil its obligations under this Agreement even if such Party has managed to cure the failures according to Section 12.1 (i) above. If a justified notice according to the Section 12.1 (i) above has been sent for the third time, the Party shall be deemed to repeatedly have failed to fulfil its obligations under this Agreement.
Strossle may terminate the Agreement with one (1) month’s written notice to Publisher in the event that the Agreement, during a continuous period of six (6) months, proves to have a negative profitability for Strossle.


AMENDMENTS
No amendment to this Agreement shall be effective unless made in writing and duly executed by both Parties.

ASSIGNMENT
Neither Party may assign its rights and/or obligations under this Agreement without the prior written consent of the other Party. However, Strossle may assign its rights and/or obligations to a legal entity which is or becomes directly or indirectly controlled by, or in control of, Strossle, provided that the assigning Party remains jointly and severally liable with Strossle and, following the assignment, remains liable for any and all of its obligations under this Agreement.

INCONSISTENCY AND INVALIDITY
In the event of inconsistencies between the Terms, Service Settings, DPA or agreed amendments between the parties, the following priority order shall apply:

Written Amendments
DPA
Service Settings
Terms

Should any section in this Agreement or part thereof be void or invalid, the other provisions of the Agreement shall remain in force and the section may be amended to the extent such invalidity materially affects the rights or obligations of either Party under this Agreement.


GOVERNING LAW AND DISPUTES
This Agreement is governed by Swedish law, without regard to its conflict of law provisions.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Institute. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish if both Parties have Swedish-speaking representatives otherwise in English.
The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

The Parties undertake, indefinitely, not to disclose the existence or contents of any judgment or decision related to or in connection with this Agreement or any information regarding negotiations, arbitral proceedings or mediation in connection therewith. This confidentiality undertaking shall not apply in relation to information which a Party is required to disclose by law, pursuant to an order of a governmental authority, pursuant to applicable stock exchange rules, or which may be required for the enforcement of a judgment or an award.



DATA PROCESSING

This DATA PROCESSING AGREEMENT (the “DPA”) is entered into by and between the Parties as part of the total Agreement regarding the use of the Service by the Publisher.

Definitions of terms applicable to the DPA

“Data Processor” shall mean Strossle

“Data Controller” shall mean Publisher

“Applicable Laws” shall mean all acts, laws, regulations, including but not limited to Data Protection Laws, applicable to each Party.

“Data Protection Laws” shall mean all laws and regulations, including laws and regulations of the European Union such as the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 commonly named General Data Protection Regulation (“GDPR”), applicable to the Processing of Personal Data under the DPA.
Other expressions beginning with capital letters shall have the meaning set out in Data Protection Laws, and be interpreted accordingly, unless defined in this DPA.


THE PROCESSING AND DATA PROCESSOR’S OBLIGATIONS
Data Processor may under this DPA only process Personal Data on behalf of the Publisher according to the instructions of the Publisher. Data Processor shall process the Personal Data relating to the categories of data subjects and shall consist of the processing operations as set out in Schedule 1 and Schedule 2 (Schedule 2 only if programmatic demand is enabled).

Data Processor may process Personal Data only for purposes necessary for the due performance of the Service Agreement and only in accordance with the Data Protection Laws applicable to Data Processor and in accordance with the written instructions from the Publisher as further detailed in Schedule 3 and as otherwise instructed by the Publisher in writing from time to time.

If Data Processor does not have sufficient instructions to enable Data Processor to deliver the Services or otherwise fulfil its obligations, Data Processor shall without delay inform the Publisher hereof and specify the need for further instructions and await further written instructions from the Publisher prior to continuing the relevant processing of the Personal Data.

Publisher hereby gives authorisation for the Data Processor to allow its advertising customers to use impression trackers. Data Processor confirms that they have informed their advertisers of Strossle’s Terms for Advertising, in which the advertiser acknowledges their responsibility for any data processing related to impression tracking.

Data Processor shall implement and maintain appropriate and adequate technical and organisational measures to live up to GDPR requirements.

Data Processor undertakes to oblige all persons who access the processed Personal Data in the course of the processing operations carried out by Data Processor to comply with confidentiality obligations and access restrictions with regards to the processing of Personal Data. Data Processor shall ensure that only such employees have access to Personal Data who have received training and/or instruction in the care and handling of Personal Data.
Taking into account the nature of the processing, Data Processor shall, at Publisher’s cost upon Publisher’s request in accordance with Publisher’s written instructions, assist the Publisher by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Publisher’s obligation to respond to requests for exercising data subject's rights under applicable Data Protection Laws.

Data Processor, taking into account the nature of processing and the information available to the processor, undertakes to assist the Publisher, at Publisher’s cost upon Publisher’s reasonable request substantiating the necessity, in ensuring compliance with applicable Data Protection Laws with regards to the security of processing, notification to the data protection authority and communication to the data subjects of data breaches, data protection impact assessments and prior consultations with the data protection authority.


NOTIFICATION
Data Processor shall immediately inform the Publisher if, in its opinion, an instruction infringes or is contrary to applicable Data Protection Laws.

The Data Processor shall notify the Publisher without undue delay after becoming aware of a Personal Data Breach.

In the event Data Processor is required to disclose information, including but not limited to the processed Personal Data or information relating to the processing, according to Applicable Laws or the decisions of public authorities or courts, Data Processor shall be obligated to inform the Publisher thereof immediately, insofar permitted by Applicable Laws, and request confidentiality in conjunction with the disclosure of requested information.


INFORMATION AND AUDIT
Data Processor is obliged to, upon Publisher’s reasonable request and at Publisher’s cost, make available to the Publisher all information necessary and strictly limited to the purpose of demonstrating compliance with the obligations of the data processor under applicable Data Protection Laws.

Publisher may, pursuant to the relevant provision of the Service Agreement but in any case notwithstanding what is set out in the Service Agreement once per calendar year at the cost of the Publisher, carry out or mandate a third party auditor, which is not direct competitor to Data Processor and acting under confidentiality undertaking, to carry out an audit strictly limited to verifying Data Processor’s compliance with the obligations of data processors under applicable Data Protection Laws. The audit shall be carried out during Data Processor’s normal working hours without disturbance to the normal operations of Data Processor.

SUBPROCESSORS
Publisher hereby gives general written authorisation for the Data Processor to engage subprocessors for carrying out specific processing activities on behalf of the Publisher. When engaging subprocessors, Data Processor undertakes to ensure that the contract entered into between Data Processor and any subprocessor shall impose, as a minimum, the same data protection obligations as set out in this DPA.

Data Processor shall notify the Publisher of any intended changes concerning the addition or replacement of subprocessors, to which the Publisher may object. If the Publisher has made no such objection within ten (10) days from the date of receipt of the notification, the Publisher is assumed to have made no objection.

LIABILITY FOR DAMAGES RELATING TO CLAIMS FROM A DATA SUBJECT
The Parties are responsible for their respective processing of Personal Data in accordance with this DPA and applicable Data Privacy Laws, and shall be responsible for the financial consequences of non-compliance with their respective obligations in accordance with the General Data Protection Regulation (in particular Article 82) or other applicable legislation. In addition, each Party is responsible under general contractual principles for damage caused to the other Party.

MEASURES UPON COMPLETION OF PROCESSING
When the provisions of this DPA cease to be effective, the Data Processor shall, upon and in accordance with Data Controller's request, delete all Personal Data or delete and return all Personal Data to the Publisher, unless Applicable Laws require the Data Processor to store Personal Data.

ENTIRE AGREEMENT
This DPA shall supersede any prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

Alterations of and amendments to this DPA shall be made in writing and be signed by duly authorised representatives of both Parties to be binding.

GOVERNING LAW AND DISPUTES
This DPA shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
SCHEDULE 1 - PROCESSING OF PERSONAL DATA

Type of personal data
The following types of Personal Data are processed by the Data Processor on behalf of the Publisher under the Agreement:

IP address
Browser type
Screen size
User ID
Site ID

Data subjects
The processed Personal Data concerns the following categories of data subjects:

Visitor to Publisher’s websites.

Processing operations
The following processing operations shall be carried out for the below specified purposes by the Data Processor under this Agreement:

IP-addresses for aggregated reporting, geotargeting and fraud detection.
User Agent and screen size to allow device/OS/browser targeting.
User ID to allow frequency capping of ads and measure post click events on a general level.

Data Processor may not process the Personal Data for any other purposes under this Agreement and its schedules.

Duration of Processing
Duration of the Agreement.
IP-addresses are stored for 14 days and then deleted.

Use of sub-processors
Amazon Web Services (AWS) for data processing. AWS servers are located within the EEA.
Smart Adserver for managing distribution of advertisements. Servers located within the EEA.

Indirect Third Party Data Processing
Data Processor is allowing its advertising customers to use impression pixels from third-party suppliers.




SCHEDULE 2 - ADDITIONAL PROCESSING OF PERSONAL DATA WHEN PROGRAMMATIC DEMAND IS ENABLED

If specifically agreed between the parties, the following data processing may occur in addition to the processing described in Schedule 1.

Certain data (IP-address, browser and device information and geolocation) may be shared with third parties, such as DSPs.